Item 8.01 Other Events.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the
"SEC") released the Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") (the
"Staff Statement"). The Staff Statement sets forth the conclusion of the SEC's
Office of the Chief Accountant that certain provisions included in the warrant
agreements entered into by many SPACs, which provisions are similar to those
contained in the warrant agreement governing the warrants of Liberty Media
Acquisition Corporation (the "Company"), require such warrants to be accounted
for as liabilities measured at fair value, rather than as equity securities,
with changes in fair value during each financial reporting period reported in
earnings. The Company has previously classified its private placement warrants
and public warrants (collectively, the "warrants") as equity in the Company's
audited balance sheet as of January 26, 2021 (the "Closing Date Balance Sheet")
included in its Current Report on Form 8-K filed with the SEC on February 1,
2021. For a full description of the warrants, refer to the prospectus related to
the Company's initial public offering filed with the SEC on January 25, 2021
(the "IPO Prospectus"). The parent of the Company's sponsor, Liberty Media
Corporation ("Liberty Media"), filed its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021 with the SEC on May 7, 2021. Liberty Media made
certain determinations impacting the condensed consolidated financial statements
of Liberty Media, including its determination that the warrants have certain
provisions that require the warrants to be accounted for as a liability measured
at fair value.
The Company continues to evaluate the Staff Statement with respect to the
Company's accounting treatment of the Company's warrants, and other related
accounting matters. As the Company continues to assess the accounting treatment,
it is also currently in the process of assessing the materiality of any required
adjustments to the Closing Date Balance Sheet and concurrently evaluating the
materiality of this matter and other related accounting matters in accordance
with Staff Accounting Bulletin 99.
This report includes certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 regarding the accounting
treatment of the Company's warrants and other related accounting matters. These
forward-looking statements involve many risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by such
statements, including, without limitation, changes in applicable laws or
regulations or accounting guidance. These forward-looking statements speak only
as of the date of this report, and the Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in the
expectations of the Company with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Forward-looking statements are subject to numerous conditions, many of which are
beyond the control of the Company, including those set forth in the Risk Factors
section of the IPO Prospectus.
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